License Agreement No. 13032024 for the Right to Use the TAPKI.COM Internet Software
St. Petersburg, March 13, 2024
This License Agreement is an offer from LLC "REFORMA" (TIN 7813229833, PPC 781001001, 196084, St. Petersburg, Zaozyornaya St., 8, bldg. 2, letter A, room 1-N, office 227), hereinafter referred to as the Licensor, to any legal or physical person, including an individual entrepreneur, hereinafter referred to as the Licensee.
The License Agreement is deemed concluded from the moment of its acceptance by the Licensee. Acceptance for the purposes of the License Agreement means the payment of the License Agreement fee and-or the commencement of the use of the web service (website) capabilities by the Licensee, located on the Internet at https://tapki.com, whichever occurs first.
1. Terms and Definitions
1.1. TAPKI.COM - the result of intellectual activity - a computer program (website), designed to search for counterparties (sites of legal entities and individual entrepreneurs) according to specified criteria (filters) in publicly available, open sources of information on the Internet.
1.2. By accepting the terms of the License Agreement, the Licensee also accepts and agrees to comply with the provisions of the operating instructions posted at https://tapki.com/en/faq.
2. Subject of the License Agreement
2.1. The subject of the License Agreement is the transfer by the Licensor of the non-exclusive rights to use the intellectual property result - the TAPKI.COM computer program to the Licensee under the terms of a simple (non-exclusive) license.
2.2. Access to TAPKI.COM is considered granted by the Licensor after the Licensee performs the first search queries (including data filtering) on the website https://tapki.com and-or when registering in the personal account.
2.3. The TAPKI.COM service is intended for individuals conducting entrepreneurial activity and is not intended for personal (domestic) use by physical persons (consumers), therefore, the norms of the Russian Federation Law from 07.02.1992 No. 2300-1 "On Consumer Rights Protection" do not apply.
2.4. The Licensee may be provided with any other services for a fee, if necessary.
2.5. The personal data processing policy is published by the Licensor on the website https://tapki.com/en/privacy
3. Exclusive Rights
3.1. TAPKI.COM is the result of the Licensor's intellectual activity and is protected by the legislation of the Russian Federation on copyright. TAPKI.COM does not use any elements in violation of third parties' rights.
3.2. The right to use TAPKI.COM is granted only to the Licensee, without the right to transfer to third parties, exclusively to the extent set by the License Agreement, unless there is written consent from the Licensor to the contrary.
3.3. The Licensor notifies the Licensee that the certificate of state registration of rights to TAPKI.COM is officially published on the website: https://companies.rbc.ru/trademark/850600/tapki/
3.4. TAPKI.COM is provided to the Licensee "as is", and the Licensor does not guarantee that the functional capabilities of TAPKI.COM will fully meet the expectations, needs, and representations of the Licensee.
3.5. Information obtained using TAPKI.COM is intended for use solely for the purpose of conducting business activities and developing the Licensee's business and can be downloaded for these purposes into the Licensee's internal accounting systems, such as CRM, ERP systems, and similar, its transfer and-or sale to third parties is prohibited.
3.6. It is prohibited to include information obtained using TAPKI.COM in computer programs with similar functionality and-or databases for the purpose of free or commercial distribution.
4. Licensor's Warranties. Methods of Use (Scope of Rights Granted)
4.1. The Licensor guarantees:
- that it has sufficient rights to enter into and perform the License Agreement;
- that all information the Licensee may obtain using TAPKI.COM was obtained by the Licensor legally; that TAPKI.COM does not use any elements in violation of third parties' rights;
- protection of information processed on the Licensor's server from unauthorized access;
- timely updating of system-wide and auxiliary software on the Licensor's server;
- round-the-clock availability of the Licensor's server, except for the time of maintenance works, carried out mainly at night time to avoid negative consequences for the Licensee, no more than 4 hours per month.
4.2. The Licensor notifies the Licensee that it is not the owner of the information that can be obtained using TAPKI.COM.
4.3. A necessary condition for obtaining TAPKI.COM is the Licensee's independent connection to the Internet.
4.4. The scope of the right to use TAPKI.COM depends on the license purchased by the Licensee.
4.5. The Licensor grants the Licensee the right to use TAPKI.COM by reproducing the graphic part (working interface) on the screen of a personal computer.
5. Rights and Obligations of the Parties
5.1. Obligations of the Licensor:
5.1.1. to ensure that TAPKI.COM meets the functionality provided by the paid license;
5.1.2. to refrain from any actions that could prevent the Licensee from normally using TAPKI.COM;
5.1.3. to maintain the confidentiality of information that became known to the Licensor in the process of performing the License Agreement.
5.2. Rights of the Licensor:
5.2.1. to modify TAPKI.COM (add new features or remove existing properties and functionalities), carry out maintenance works or release a new version of TAPKI.COM at any time and for any reason, including to meet customer needs, competitiveness requirements, or to comply with the norms of the Russian Federation legislation;
5.2.2. to block access to TAPKI.COM in case of violation by the Licensee of the terms of the License Agreement.
5.3. Obligations of the Licensee:
5.3.1. to refrain from attempts to copy, modify, decompile, disassemble TAPKI.COM;
5.3.2. not to attempt to lease, rent, or lend TAPKI.COM to third parties for profit, as well as to perform other actions regarding TAPKI.COM that violate Russian and international copyright and software use norms;
5.3.3. not to use information obtained using TAPKI.COM for the purpose of conducting spam mailings of advertising correspondence, including making calls to legal entities and individual entrepreneurs who have not expressed a desire to receive it;
5.4. Rights of the Licensee:
5.4.1. to have round-the-clock access to the server, except for the time of maintenance works;
5.4.2. to make suggestions for changing the functional capabilities of TAPKI.COM via email info@tapki.com;
5.4.3. not to provide reports on the use of TAPKI.COM to the Licensor.
6. Financial Terms
6.1. The cost of the right to use the computer program (license fee) TAPKI.COM is determined dynamically. The cost of the right to use the computer program includes VAT at the rate established by paragraph 3 of Article 164 of the Tax Code of the Russian Federation.
6.2. The cost under p. 6.1. is determined in accordance with the number of final data (rows of records) found using search queries and filtering, including VAT calculated at the rate established by paragraph 3 of Article 164 of the Tax Code of the Russian Federation.
6.3. All calculations under the License Agreement are carried out in Russian rubles.
7. Territory of Effect
7.1. The License Agreement is effective throughout the territory of the Russian Federation.
8. Term of Agreement. Making Amendments to the Terms of the License Agreement
8.1. The License Agreement comes into effect upon acceptance of the terms of the License Agreement and is valid until the Parties have fully performed their obligations.
8.2. The date stated in the preamble of the License Agreement is the date of publication of the License Agreement and is not the date of its conclusion with a specific Licensee.
8.3. The Licensor has the right to unilaterally amend and add to the terms of the License Agreement by publishing on the website https://tapki.com. In case of dispute or disagreement arising in connection with the performance and (or) interpretation of the License Agreement, the version of the License Agreement in effect at the time of the dispute and/or disagreement applies.
8.4. In case of violation by the Licensee of the terms of the License Agreement, the Licensor has the right to terminate the License Agreement early and immediately block access to the server without prior notice to the Licensee.
9. Confidentiality of Information. Liability
9.1. The Parties agree to maintain the confidentiality of information classified by them as trade secrets in accordance with the legislation of the Russian Federation and which became known to the Parties in the process of executing the Licensing Agreement.
9.2. The fact of concluding the Licensing Agreement is not considered confidential information.
9.3. For failure to perform or improper performance of obligations under the Licensing Agreement, the Licensor and the Licensee are liable in accordance with the legislation of the Russian Federation.
9.4. The Licensor is responsible for the safety of data uploaded by the Licensee into TAPKI.COM.
9.5. The Licensor undertakes not to transfer data uploaded by the Licensee into TAPKI.COM to third parties.
9.6. The Licensor has the right to analyze information entered by the Licensee into TAPKI.COM for the purpose of improving the search algorithm for the Licensee's counterparts.
9.7. The Licensor will not be liable for the inability to use TAPKI.COM for reasons beyond the Licensor's control.
9.8. The Licensor will not be liable for the inability to obtain certain information if such inability arose due to the fault of the information owner, as well as for the completeness, relevance, and accuracy of the information at the source. In case of claims from the Licensee and third parties regarding the accuracy of information obtained using TAPKI.COM, the claim is subject to resolution by the Licensee through recourse to the owner of the official information source.
9.9. The Licensor will not be liable for incorrect interpretation by the Licensee or other Licensees of the information obtained using TAPKI.COM, nor for ignoring the warnings and hints of the Licensor posted in TAPKI.COM.
9.10. The Licensor will not be liable for the actions and decisions of the Licensee made based on information obtained using TAPKI.COM, their consequences, as well as for direct and indirect losses, including lost profits, as a result of using TAPKI.COM.
9.11. The Licensor will not be liable for the lack of Internet connection for the Licensee, for attempts to access TAPKI.COM from a faulty computer, or a computer infected with a computer virus, when using unlicensed software by the Licensee.
9.12. In the event of technical problems experienced by the Licensee that prevent the normal use of TAPKI.COM, the Licensee must immediately contact the Licensor's technical support by the means specified on the website. The Licensor will not be liable for losses incurred by the Licensee due to technical problems, if the Licensee violates the obligation set forth in this paragraph.
9.13. The total amount of the Licensor's liability, including any damages (if the Licensee in a specific case has the right to their compensation), cannot exceed the cost of the right to use TAPKI.COM, which was realized by the Licensor to the Licensee under the Licensing Agreement within one year preceding the moment of occurrence of the damages.
9.14. The Parties are relieved from liability for failure to perform or improper performance of the terms of the Licensing Agreement in case of force majeure (act of God), as defined in accordance with the legislation of the Russian Federation, provided they present evidence that these circumstances prevented the fulfillment of obligations under the Licensing Agreement, such evidence being documents from competent authorities of the Russian Federation. From the moment of elimination of force majeure circumstances, the Licensing Agreement is in effect in the usual manner.
10. Warranties Concerning Circumstances (for Licensees — legal entities and individual entrepreneurs)
10.1. Each of the Parties declares and assures the other Party that at the time of concluding the Licensing Agreement:
- it is properly registered as a legal entity/individual entrepreneur, is on the tax register, and lawfully carries out its activities in accordance with the legislation of the Russian Federation;
- is actually located at the address specified in the Unified State Register of Legal Entities/Unified State Register of Individual Entrepreneurs; possesses the authority, financial, material, and labor resources, as well as other conditions necessary for concluding the Licensing Agreement and fulfilling obligations under it;
- all powers necessary for concluding the Licensing Agreement and/or performing actions in connection with it have been duly obtained, including all necessary consents, permits, approvals in accordance with the legislation of the Russian Federation.
10.2. The Parties confirm that:
- The Licensing Agreement is concluded voluntarily, the Parties are not misled regarding the legal nature of the transaction and/or legal consequences that arise or may arise in connection with the conclusion of the Licensing Agreement; The Licensing Agreement does not violate any intellectual property rights or other property rights of any third party;
- The Licensing Agreement is not a transaction in which there is an interest; the execution of the Licensing Agreement does not entail a breach or non-fulfillment of the provisions of any other contracts, agreements, judicial and other prohibitions or orders.
10.3. The Parties have the right to use each other's trade names, commercial designations, trademarks, and other identifying signs of the Parties, as well as information about the fact of concluding the Licensing Agreement for the purposes of publication on the Parties' websites, publication and citation in the press, use in marketing materials, as well as in corporate publications: company brochures, case studies, solutions, etc.; mutual references in interviews and presentations.
11. Additional Conditions
11.1. All disputes and disagreements arising in connection with the execution and/or interpretation of the Licensing Agreement shall be resolved by the Parties through negotiations. If it is impossible for the Parties to resolve the arising disagreements through negotiations, the dispute shall be settled through arbitration or civil litigation with mandatory compliance with the pre-litigation dispute resolution procedure. The response time for a claim is 30 (thirty) calendar days from the date of its receipt in written form or in electronic form signed with an electronic signature.
11.2. The Parties have agreed on the possibility of using the facsimile signature of the Licensor's authorized person for signing documents necessary for the conclusion and execution of the Licensing Agreement, as an equivalent to the handwritten signature, having the same legal force as documents signed by the Licensor's authorized person by hand under paragraph 2 of Article 160 of the Civil Code of the Russian Federation.
11.3. The Parties undertake to inform each other within 15 (fifteen) calendar days about changes in their details, as well as about any decisions concerning their liquidation, reorganization as a legal entity, etc. In case of non-fulfillment of the specified obligation by one of the Parties, the other Party will not be liable for the consequences caused by such non-fulfillment.
11.4. By accepting the terms of the Licensing Agreement, the Licensee consents to receive additional information and informational mailings to the email address and phone number specified at registration, as well as provided to the Licensor in the course of executing the Licensing Agreement.
11.5. By accepting the terms of the Licensing Agreement, the Licensee agrees to be informed about the result of applying to the federal contact center of the Licensor by sending a message in a messenger to the mobile phone number from which the inquiry was made, or to another mobile phone number specified by the authorized person of the Licensee.
Requisites
LLC “REFORMA”, INN 7813229833, KPP 781001001, OGRN 1157847301853, +7 (812) 748-20-96
Legal address: Russia 196084, St. Petersburg, Zaozyornaya st., building 8, building 2, lit. A, room 1-N, room 227
Settlement account 40702810770010317171 In MOSCOW BRANCH of JSC KB “MODULBANK” Corr.account 30101810645250000092, BIC 044525092
Mailing address: Russia 196084, St. Petersburg, Zaozyornaya st., building №8, building 2, Lit. A, Business Center “ZAOZERNY”, office 227
General Director M.V. Kulgin